Columbia Financial (CLBK) Acquires RSI Bank

Columbia Bank MHC, Columbia Financial, Inc. (NASDAQ: CLBK) and Columbia Bank (collectively, “Columbia”), and RSI Bancorp, M.H.C., RSI Bancorp, Inc. and RSI Bank (collectively, “RSI”) announced today the signing of a definitive merger agreement.

Under the terms of the merger agreement, RSI Bancorp, M.H.C. and RSI Bancorp, Inc. will merge into Columbia Bank MHC, the mutual holding company parent of Columbia Bank, and Columbia Financial, Inc., the mid-tier stock holding company for Columbia Bank, respectively, and RSI Bank will merge into Columbia Bank, with Columbia Bank as the surviving entity. The current depositors of RSI Bank will become depositors of Columbia Bank and will have the same rights and privileges in Columbia Bank MHC as if their accounts had been established in Columbia Bank on the date established at RSI Bank. As part of the transaction, Columbia Financial, Inc. will issue additional shares of its common stock to Columbia Bank MHC in an amount equal to the fair value of RSI as determined by an independent appraiser. In connection with the transaction, RSI Bank is establishing and funding a new charitable foundation in the amount of $5.0 million prior to the effective date of the merger that will support the charitable organizations serving the communities currently served by RSI.

Columbia has offered full employment to all RSI employees with Columbia Bank upon consummation of the merger. In addition, Columbia will add one current member of RSI’s Board of Directors to Columbia Bank’s Board of Directors following completion of the merger.

RSI Bank has provided financial services in its local community for more than 170 years and operates from its main office and three branch offices in Middlesex County and Union County, New Jersey. As of September 30, 2021, RSI Bank had total assets of $620 million, loans of $363 million, deposits of $510 million and equity capital of $90 million.

Thomas J. Kemly, Columbia’s President and Chief Executive Officer, commented: “We are pleased with the opportunity to welcome RSI Bank and its employees and customers to Columbia Bank. Both institutions share the principles of caring for their employees, the communities they serve and providing high quality products and services to their customers. The transaction will strengthen our footprint in Middlesex and Union Counties. As two community-minded banks, we are proud to enhance our local impact and support new markets.”

David R. Taylor, President and Chief Executive Officer of RSI commented: “We are excited to partner with Columbia Bank, a leading New Jersey-based community bank. The merger will provide an opportunity for our customers to join a larger banking network, with expanded products and services, while employees will benefit from the opportunity to work for a rapidly growing community bank.”

The transaction, which has been approved by each company's Board of Directors, is subject to satisfaction of customary closing conditions, including receipt of various regulatory approvals, and is expected to close in the second quarter of 2022.

On a pro forma basis, the transaction is expected to be 2.6% accretive to Columbia’s 2023 net income, but 4.1% dilutive to 2023 earnings per share due to the additional shares issued to Columbia Bank MHC. The transaction is projected to be approximately 5.6% accretive to fully converted tangible book value.

Columbia was advised in this transaction by the investment banking firm of Boenning & Scattergood, Inc. and represented by the law firm of Kilpatrick Townsend & Stockton LLP. RSI was advised by FinPro Capital Advisors, Inc. and represented by the law firm of Luse Gorman, PC.

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